SMX.NASDAQSmx (security Matters) Public LTD CO
F-1/A: SMX (Security Matters) Amends F-1 Registration, Details Extensive Unregistered Share Issuances and Governance Structure
Sentiment:
Registration Statement Amendment
SMX (Security Matters) Public Limited Company filed an amendment to its F-1 registration statement, outlining its corporate governance, indemnification policies, and a comprehensive history of unregistered securities sales, including numerous share and warrant issuances and convertible note conversions, many pre-dating a 75:1 reverse stock split.
Capital raiseThe company is registering for the proposed issuance and sale of up to 21,484,375 ordinary shares by Secure Net Capital LLC and Target Capital 16 LLC, which they may receive from the conversion of $6,875,000 in convertible promissory notes.Numerous past unregistered sales of Ordinary Shares, warrants, and convertible notes have occurred, including significant issuances to Yorkville under a Standby Equity Purchase Agreement (SEPA) and various institutional investors.The company issued 4,361,920 restricted stock units and 597,030 options (pre-75:1 reverse stock split) under its 2022 Incentive Equity Plan.A $4,290,000 convertible promissory note and associated warrants were issued to an institutional investor in September 2023.In January 2024, 4,032,256 Ordinary Shares and warrants were issued to note holders in exchange for the cancellation of approximately $750,000 in notes and $1,450,000 cash value of Redeemable Warrants.The company paid a $155,000 underwriting fee to EF Hutton, LLC in February 2024 by issuing 500,000 Ordinary Shares (pre-75:1 reverse stock split).A $2,250,000 convertible promissory note and a warrant for 11,825,508 Ordinary Shares (pre-75:1 reverse stock split) were issued to an institutional investor in April 2024.The company converted $169,305 in accrued interest under a convertible promissory note into 103,373 Ordinary Shares (pre-75:1 reverse stock split) in May 2024.In July 2024, 4,070,403 Ordinary Shares (pre-75:1 reverse stock split) were issued to former debtholders upon conversion and settlement of $110,000 and AUD859,500 of liabilities, along with 67,500 5-year warrants.
Summary
- SMX (Security Matters) Public Limited Company filed an Amendment No. 1 to its Form F-1 Registration Statement, primarily for the proposed continuous offering and sale of up to 21,484,375 ordinary shares by Secure Net Capital LLC and Target Capital 16 LLC, which they may receive from the conversion of $6,875,000 in convertible promissory notes.
- The filing details a series of unregistered securities sales over the past three years, including numerous issuances of Ordinary Shares, restricted stock units, options, and warrants, many of which are noted as 'pre-75:1 reverse stock split' figures.
- Significant issuances include millions of Ordinary Shares to Yorkville (YA II PN, LTD) under a Standby Equity Purchase Agreement (SEPA) and upon conversion of convertible promissory notes, as well as shares and warrants to institutional investors and service providers.
- The company issued 4,361,920 restricted stock units and 597,030 options (pre-75:1 reverse stock split) under its 2022 Incentive Equity Plan in April 2023.
- In September 2023, the company issued a convertible promissory note for $4,290,000 and two warrants (A Warrant for 3,929,051 Ordinary Shares at $0.0022 conversion price and B Warrant for 2,619,367 Ordinary Shares at $1.6378 exercise price, pre-75:1 reverse stock split) to an institutional investor.
- In January 2024, 4,032,256 Ordinary Shares and warrants for the same amount (pre-75:1 reverse stock split) were issued to note holders in exchange for the cancellation of approximately $750,000 in notes and $1,450,000 cash value of Redeemable Warrants.
- The company also issued 500,000 Ordinary Shares (pre-75:1 reverse stock split) to EF Hutton, LLC in February 2024, in lieu of a $155,000 cash fee for underwriting services.
- Corporate governance provisions include indemnification for directors and officers, subject to Irish law, and the company's intention to maintain D&O insurance.
- The company's Articles of Association detail its authorized share capital, which includes an exceptionally large number of Ordinary Shares (9,990,000,000,000,000,017,012,227), Preferred Shares, and two classes of Deferred Ordinary Shares with limited rights.
- The Board of Directors is structured into three staggered classes with three-year terms, and specific rules apply to director nominations and elections, including a resignation policy for directors receiving more 'against' than 'for' votes in uncontested elections.
- A significant corporate governance provision requires a two-thirds vote of ordinary share capital (excluding the interested party's shares) for 'Business Transactions' with 'Interested Persons' (defined as beneficial owners of 10% or more of voting shares), unless approved by independent directors.
- The company's constitution also includes a forum selection clause, designating federal district courts of the United States as the exclusive forum for causes of action arising under the Exchange Act or Securities Act of 1933.
Sentiment
Score: 4
Explanation: The document is a regulatory filing detailing past and future capital raising activities. While it confirms the company's ability to secure financing, the extensive and continuous nature of share issuances, particularly through convertible notes and warrants, suggests ongoing capital needs and significant potential for dilution, which is generally a negative for existing shareholders. The governance details are standard for an Irish public company.
Positives
- The company has demonstrated an ability to raise capital through various equity and debt instruments, including convertible notes and standby equity purchase agreements.
- The legal opinion confirms that the shares, when issued, will be duly authorized, validly issued, fully paid or credited as fully paid, and non-assessable under Irish law.
- The company has established a 2022 Incentive Equity Plan to grant restricted stock units and options to executives, directors, employees, consultants, and agents, which can align interests.
Negatives
- The extensive and continuous issuance of Ordinary Shares, warrants, and convertible notes, particularly those converted at very low prices (e.g., $0.0022 pre-75:1 reverse stock split), indicates significant potential for shareholder dilution.
- Reliance on convertible notes and standby equity purchase agreements suggests ongoing capital needs and potentially unfavorable financing terms.
- The payment of underwriting services with shares (500,000 Ordinary Shares for a $155,000 fee) further contributes to dilution rather than preserving cash.
Risks
- Significant dilution risk for existing shareholders due to the numerous past and potential future issuances of Ordinary Shares from convertible note conversions, warrant exercises, and other equity-based financing arrangements.
- The 'Interested Person' provisions and the requirement for a two-thirds shareholder vote for certain 'Business Transactions' could complicate future strategic initiatives or M&A activities if a large shareholder becomes an 'Interested Person'.
- The staggered board structure (Class I, II, III Directors) may make it more challenging for shareholders to effect immediate changes to the Board of Directors.
- The forum selection clause designating U.S. federal district courts as the exclusive forum for Exchange Act and Securities Act claims could limit shareholders' choice of venue for certain legal actions.
Future Outlook
The filing indicates a continuous offering of up to 21,484,375 ordinary shares by the Selling Stockholders, which may be received upon conversion of their convertible promissory notes. This suggests ongoing potential for equity conversions and sales in the market.
Industry Context
This filing is a standard regulatory amendment for a publicly traded company, detailing its capital structure and governance. It does not provide specific insights into broader industry trends or competitive landscape, focusing instead on internal corporate and financial mechanics.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Indemnification Policy | The company's Amended and Restated Memorandum and Articles of Association allow for indemnification of directors, officers, and employees against costs, charges, losses, expenses, and liabilities incurred in their duties, including defending proceedings, to the maximum extent permitted by Irish law. This includes purchasing and maintaining director and officer insurance. | NA | Provides protection for management and board members, which is standard practice, but is limited by Irish law regarding negligence, default, breach of duty, or trust, unless specific exceptions apply (e.g., successful defense, court relief). |
| Board Structure | The Board of Directors is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms. Any vacancy on the Board is considered a casual vacancy and can be filled by a majority of the Board then in office. | NA | A staggered board structure can enhance board stability but may also make it more difficult for shareholders to effect immediate changes to the board composition, potentially reducing shareholder influence. |
| Director Election Policy | Directors are elected by ordinary resolution, but in a 'contested election' (where nominees exceed positions), they are elected by a plurality of votes. In uncontested elections, a director receiving more 'against' than 'for' votes must tender their resignation, which the nomination and governance committee will consider. | NA | The plurality voting in contested elections means nominees can be elected with less than a majority of votes. The resignation policy for uncontested elections provides a mechanism for shareholder feedback, but the Board retains discretion on accepting resignations. |
| Share Classes and Voting Rights | The company has Ordinary Shares (one vote per share), Preferred Shares (with variable rights determined by the Board), and two classes of non-voting Deferred Ordinary Shares (Deferred Shares and New Deferred Ordinary Shares) with extremely limited rights, including minimal or no participation in capital return. | NA | The existence of non-voting deferred shares concentrates voting power in the Ordinary Shares. The flexibility to issue Preferred Shares with varying rights allows for tailored financing but could also dilute the rights of existing Ordinary Shareholders depending on the terms. |
| Restricted Voting Ordinary Shares | A class of shares that carry no voting rights, primarily intended to manage compliance with Irish Takeover Rules (Rule 9) when a 'Restricted Shareholder' acquires an 'Interest in Securities'. These shares can be re-designated as Ordinary Shares upon a 'Re-designation Event'. | NA | This mechanism is designed to prevent mandatory takeover offers under Irish law, which can protect the company from unwanted takeovers but also limits the voting power of certain large shareholders, potentially impacting their influence. |
| Business Transactions with Interested Persons | Requires approval by a two-thirds vote of ordinary share capital (excluding the Interested Person's shares) for certain 'Business Transactions' with 'Interested Persons' (beneficial owners of 10% or more of voting shares), unless approved by a majority of the Board prior to the person becoming an Interested Person, or by a majority of Independent Directors thereafter. | NA | This provision acts as a strong anti-takeover defense, making it difficult for a large shareholder to engage in certain transactions without broad shareholder approval or independent director consent. It protects minority shareholders from potentially unfavorable deals with large stakeholders but could also hinder beneficial transactions. |
| Shareholder Rights Plan Authorization | The Directors are expressly authorized to adopt any shareholder rights plan ('Rights Plan') to grant rights to subscribe for ordinary or preferred shares, deemed to be in the best interests of the Company, including for preventing a potential change of control or accumulation of shares. | NA | This allows the Board to implement a 'poison pill' defense, which can deter hostile takeovers by making them prohibitively expensive. While intended to protect shareholder value, such plans can also entrench management and the board. |
| Forum Selection Clause | Unless the Company consents otherwise, the federal district courts of the United States of America are the exclusive forum for causes of action arising under the Exchange Act or the Securities Act of 1933. | NA | This clause restricts where shareholders can bring certain federal securities law claims, potentially limiting their choice of venue and potentially making it more difficult or costly to pursue litigation, especially for non-U.S. shareholders. |
Related Party Transactions
- Issuance of 92,315 Ordinary Shares to YA II PN, LTD (Yorkville) as a 1.5% commitment fee in March 2023 under a Standby Equity Purchase Agreement (SEPA).
- Multiple issuances of Ordinary Shares to Yorkville upon conversion of convertible promissory notes and as advances under the SEPA throughout 2023 and 2024.
- Issuance of 487,281 Ordinary Shares (pre-75:1 reverse stock split) to Kamea-the United Kibbutz Movement Ltd. in September 2023 in connection with amendments to loan agreements.
- Issuance of Ordinary Shares to Holger and Mauro in November 2023 in connection with Independent Contractor Engagements.
- Issuance of 3,885,715 Ordinary Shares (pre-75:1 reverse stock split) to an existing debtholder in July 2024 as partial consideration for restructuring indebtedness.
Stakeholder Impact
- Shareholders: Face significant dilution from the numerous past and potential future issuances of Ordinary Shares, warrants, and convertible notes. The staggered board and 'Interested Person' provisions may limit their influence on corporate control.
- Management/Directors: Benefit from indemnification agreements and D&O insurance, providing protection against liabilities incurred in their roles. The staggered board structure provides stability.
- Creditors/Note Holders: Those holding convertible notes have the option to convert into equity, potentially benefiting from future share price appreciation, but also contributing to dilution.
Next Steps
- The registration statement is for a delayed or continuous offering, implying that the Selling Stockholders may sell the registered shares from time to time after the effective date.
- The company will file post-effective amendments to include updated prospectuses, reflect fundamental changes, and include material information regarding the plan of distribution as required by the Securities Act.
Key Dates
| Date | Description |
|---|---|
| 2021-11-03 | Date of Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. |
| 2022-07-01 | Certificate of Incorporation of the Company on registration as a public limited company. |
| 2022-07-26 | Date of Business Combination Agreement and Scheme Implementation Deed. |
| 2022-07-26 | Date of Chairman Agreement with Ophir Sternberg and Independent Contractor Agreement with Faquiry Diaz. |
| 2023-01-08 | Date of Deed of Variation-Scheme Implementation Deed. |
| 2023-02-17 | Certificate of Incorporation on Change of Name of the Company. |
| 2023-02-23 | Date of Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD (Yorkville). |
| 2023-03-01 | Date of various amendments to binding terms of agreement and secured notes. |
| 2023-03-02 | Date of Amendment to Senior Secured Promissory Note and Amendment to Loan Agreement. |
| 2023-03-05 | Date of Amendment to Senior Secured Promissory Note Due July 31, 2023. |
| 2023-03-07 | Date of Amended and Restated Promissory Note with Lionheart Management, LLC and Lionheart Equities, LLC. |
| 2023-03-07 | Date of 15% Senior Convertible Note due 2024 Growth Financing Termsheet. |
| 2023-03-07 | Date of Amended and Restated Promissory Note with Lionheart Management, LLC and Lionheart Equities, LLC. |
| 2023-03-07 | Date of Form of Specific Security Deed. |
| 2023-03-17 | Date of Certificate of Incorporation on Change of Name (incorporated by reference). |
| 2023-03-23 | Company issued 92,315 Ordinary Shares to Yorkville as a 1.5% commitment fee in connection with the SEPA. |
| 2023-04-01 | Company granted 4,361,920 restricted stock units and options to purchase 597,030 ordinary shares (pre-75:1 reverse stock split) pursuant to its 2022 Incentive Equity Plan. |
| 2023-04-27 | Date of Amendment to Amended and Restated Promissory Note dated March 7, 2023. |
| 2023-05-04 | Company issued 872,418 ordinary shares, 384,500 redeemable warrants, and 255,500 warrants (pre-75:1 reverse stock split) to holders of outstanding convertible bridge promissory notes. |
| 2023-05-01 | Company issued 109,397 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $100,000 convertible promissory note in connection with the SEPA. |
| 2023-06-01 | Company issued 214,523 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $200,000 convertible promissory note in connection with the SEPA. |
| 2023-06-16 | Company issued 258,933 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $150,000 convertible promissory note in connection with the SEPA. |
| 2023-06-27 | Company issued warrants to subscribe for 766,667 Ordinary Shares (pre-75:1 reverse stock split) to EF Hutton. |
| 2023-07-19 | Company issued 2,682,141 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $550,000 convertible promissory note in connection with the SEPA. |
| 2023-08-07 | Company issued 1,159,155 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $132,723.25 convertible promissory note in connection with the SEPA. |
| 2023-08-11 | Date of Independent Contractor Engagement with Holger. |
| 2023-08-18 | Date of Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference). |
| 2023-08-23 | Date of Independent Contractor Engagement with Mauro. |
| 2023-09-05 | Date of Securities Purchase Agreement. |
| 2023-09-06 | Company issued a convertible promissory note in the principal amount of $4,290,000 and two warrants to an institutional investor. |
| 2023-09-19 | Date of amendments to loan agreements. |
| 2023-09-20 | Company issued 129,421 Ordinary Shares to Yorkville upon conversion of $167,246.75 convertible promissory note in connection with the SEPA. |
| 2023-09-28 | Company issued 487,281 Ordinary Shares (pre-75:1 reverse stock split) to Kamea-the United Kibbutz Movement Ltd. in connection with loan agreement amendments. |
| 2023-09-29 | Company issued 86,497 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $100,000 convertible promissory note in connection with the SEPA. |
| 2023-09-29 | Date of Further Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference). |
| 2023-10-03 | Date of Investment Agreement. |
| 2023-11-09 | Company issued 38,640 Ordinary Shares (pre-75:1 reverse stock split) to Holger in connection with an Independent Contractor Engagement. |
| 2023-11-09 | Company issued 22,325 Ordinary Shares (pre-75:1 reverse stock split) to Mauro in connection with an Independent Contractor Engagement. |
| 2023-11-15 | Company issued 146,223 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $239,484.02 convertible promissory note. |
| 2023-11-20 | Company issued 89,269 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $100,000 convertible promissory note in connection with the SEPA. |
| 2023-11-28 | Company issued 727,270 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville upon conversion of $800,000 convertible promissory note in connection with the SEPA. |
| 2023-11-28 | Company issued 161,046 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $263,761.14 convertible promissory note. |
| 2023-12-07 | Date of inducement offer letter agreement with certain holders of existing warrants. |
| 2023-12-08 | Company issued 205,462 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $336,505.66 convertible promissory note. |
| 2023-12-08 | Company issued 909,090 new warrants and 606,060 ordinary shares (pre-75:1 reverse stock split) to certain holders of existing warrants in connection with an inducement offer. |
| 2023-12-11 | Company issued 247,568 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $405,466.87 convertible promissory note. |
| 2023-12-13 | Company issued 258,417 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $423,235.36 convertible promissory note. |
| 2023-12-18 | Company issued 271,337 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $444,393.7 convertible promissory note. |
| 2024-01-12 | Company issued 301,267 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $493,415.09 convertible promissory note. |
| 2024-01-12 | Company issued 4,032,256 Ordinary Shares and warrants to purchase 4,032,256 ordinary shares (pre-75:1 reverse stock split) to note holders in exchange for cancellation of notes and redeemable warrants. |
| 2024-01-12 | Company issued 457,682 Ordinary Shares (pre-75:1 reverse stock split) to a service provider as payment for $260,000 worth of services. |
| 2024-01-19 | Company issued 552,181 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $904,362.04 convertible promissory note. |
| 2024-01-25 | Company issued 500,000 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville as advances under the SEPA. |
| 2024-02-02 | Company issued 500,000 Ordinary Shares (pre-75:1 reverse stock split) to EF Hutton, LLC in lieu of paying a cash fee of $155,000 for underwriting services. |
| 2024-02-07 | Company issued 500,000 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville as advances under the SEPA. |
| 2024-02-07 | Company issued 475,866 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $779,374.08 convertible promissory note. |
| 2024-02-16 | Company issued 500,000 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville as advances under the SEPA. |
| 2024-02-21 | A warrant holder exercised 653,595 Ordinary Shares (pre-75:1 reverse stock split) underlying a Warrant A at an exercise price of $0.0022. |
| 2024-02-25 | Date of Private Placement Binding Term Sheet with Steve Wallitt. |
| 2024-02-27 | A warrant holder exercised 736,274 Ordinary Shares (pre-75:1 reverse stock split) underlying a Warrant A at an exercise price of $0.0022. |
| 2024-02-28 | Company issued a convertible security in the principal amount of $407,000 and 100,000 warrants (pre-75:1 reverse stock split) to an investor in connection with a private placement. |
| 2024-03-04 | A warrant holder exercised 773,088 Ordinary Shares (pre-75:1 reverse stock split) underlying a Warrant A at an exercise price of $0.0022. |
| 2024-03-11 | A warrant holder exercised 1,309,975 Ordinary Shares (pre-75:1 reverse stock split) underlying a Warrant A at an exercise price of $0.0022. |
| 2024-03-13 | Company issued 274,396 Ordinary Shares (pre-75:1 reverse stock split) to Yorkville as advances under the SEPA. |
| 2024-03-22 | A warrant holder exercised 316,332 Ordinary Shares (pre-75:1 reverse stock split) underlying a Warrant A at an exercise price of $0.0022. |
| 2024-03-27 | Company issued 900,000 Ordinary Shares to Yorkville as advances under the SEPA. |
| 2024-04-11 | Company issued a convertible promissory note in the principal amount of $2,250,000 and a 5.5 year warrant for 11,825,508 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor. |
| 2024-04-11 | Company issued 2,619,367 Ordinary Shares (pre-75:1 reverse stock split) upon the exercise of outstanding warrants at an amended exercise price of $0.0022. |
| 2024-04-01 | Company issued an aggregate of 1,812,486 Ordinary Shares (pre-75:1 reverse stock split) to certain former debtholders upon conversion of outstanding warrants and as additional consideration for prior debt cancellation (April and May 2024). |
| 2024-05-01 | Company issued an aggregate of 1,812,486 Ordinary Shares (pre-75:1 reverse stock split) to certain former debtholders upon conversion of outstanding warrants and as additional consideration for prior debt cancellation (April and May 2024). |
| 2024-05-28 | Company issued 103,373 Ordinary Shares (pre-75:1 reverse stock split) to an institutional investor upon conversion of $169,305 in accrued interest under a convertible promissory note. |
| 2024-06-21 | Company issued 1,903,732 Ordinary Shares (pre-75:1 reverse stock split) upon the cashless exercise of outstanding warrants. |
| 2024-07-01 | Company issued an aggregate of 4,070,403 Ordinary Shares (pre-75:1 reverse stock split) to certain former debtholders upon conversion and settlement of $110,000 and AUD859,500 of liabilities. Also issued 67,500 5-year warrants (July 2024). |
| 2024-07-09 | Date of Ordinary Share Purchase Warrant (incorporated by reference). |
| 2024-07-10 | Date of Letter of Intent with PMB Partners, LP. |
| 2024-07-11 | Date of Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association (incorporated by reference). |
| 2024-07-12 | Company issued 3,885,715 Ordinary Shares (pre-75:1 reverse stock split) to an existing debtholder as partial consideration for restructuring indebtedness. |
| 2024-08-16 | Company issued 33,893 Ordinary Shares upon the cashless exercise of outstanding warrants. |
| 2024-09-10 | Date of Securities Purchase Agreement, Promissory Note, Subscription Agreement, Notes Exchange Agreement, Share Exchange Agreement, Convertible Note, and Senior Promissory Note with PMB Partners, LP. |
| 2024-09-16 | Company issued 28,743 Ordinary Shares upon the cashless exercise of outstanding warrants to an institutional investor. |
| 2024-09-16 | Date of Placement Agent Agreement, Form of Securities Purchase Agreement, Form of Registration Rights Agreement, and Form of Series A Warrants (incorporated by reference). |
| 2024-09-18 | Company issued 37,985 Ordinary Shares upon the cashless exercise of outstanding warrants to an institutional investor. |
| 2025-04-02 | Company issued 143,336 Ordinary Shares upon the conversion of a convertible promissory note. |
| 2025-04-22 | Company issued 143,336 Ordinary Shares upon the conversion of a convertible promissory note. |
| 2025-05-02 | Date of written resolutions of the board of directors of the Company. |
| 2025-05-02 | Company issued 121,879 Ordinary Shares upon the conversion of a convertible promissory note. |
| 2025-05-07 | Date of securities purchase agreement (RBW Purchase Agreement) between the Company and the Selling Stockholders. |
| 2025-05-08 | Date of Engagement Letter with RBW, Form of Securities Purchase Agreement, and Form of Promissory Note (incorporated by reference). |
| 2025-05-14 | Date of Amended Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association, Amendment No. 2 to Senior Note, Amendment No. 2 to Promissory Note, and List of Subsidiaries (incorporated by reference). |
| 2025-05-20 | Date of initial F-1 registration statement filing with the SEC. |
| 2025-05-22 | Date of legal opinion from Arthur Cox. |
| 2025-05-23 | Date of filing of Amendment No. 1 to Form F-1 Registration Statement. |
Keywords
SMX, Security Matters, SEC filing, F-1/A, registration statement, ordinary shares, convertible notes, warrants, equity financing, dilution, corporate governance, indemnification, shareholder rights, Ireland, US securities law, capital raise, reverse stock split
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